Decision of the Board of Directors of the Financial Regulatory Authority

No. (25) of 2020 dated 2020/2/16

Amending Decision of the Board of Directors of the Authority No. (11) of 2014

Regarding the Rules for Listing and Delisting Securities on the Egyptian Exchange

The Board of Directors of the Financial Regulatory Authority

After reviewing the Capital Market Law issued by Law No. (95) of 1992 and its Executive Regulations;

And Law No. (10) of 2009 regulating supervision over markets and non-banking financial instruments;

And Presidential Decree No. (191) of 2009 regarding the provisions governing the management of the Egyptian Exchange and its financial affairs;

And Presidential Decree No. (192) of 2009 issuing the Basic Law of the Financial Regulatory Authority;

And Decision of the Board of Directors of the Authority No. (11) of 2014 regarding the rules for listing and delisting securities on the Egyptian Exchange;

And Decision of the Board of Directors of the Authority No. (55) of 2018 regarding the controls and means of publication for companies that offered securities in a public offering or have securities listed on the Egyptian Exchange;

And upon the approval of the Board of Directors of the Authority in its meeting held on 2020/2/16:

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Has Decided

(Article One)

The title and text of Article (43) bis of the rules for listing and delisting securities on the Egyptian Exchange issued by Decision of the Board of Directors of the Authority No. (11) of 2014, and the title and text of Paragraph Two of Article (44) of the same rules, are replaced with the following texts:

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Article (43) bis: Controls on Disposing of the Company's Assets or Investments

Without prejudice to the provisions of Chapter Twelve of the Executive Regulations of the Capital Market Law and Law No. (159) of 1981 and its Executive Regulations, a company listed on the Exchange wishing to dispose of its real estate or other fixed assets, or shares owned by it in unlisted companies, if their estimated value represents 10% or more of the equity of the listed company - based on its latest financial statements - must submit a study to the Exchange regarding the fair value of the assets or shares subject to sale, prepared by an independent financial advisor registered in the Authority's registry, accompanied by a report on that study from the auditor of the listed company, as well as the minutes of its board of directors approving this study. The Exchange shall publish a summary of this study on its website and trading screens.

If the company waives its right to participate in capital increases of one of the companies in which it holds shares, equivalent to 10% or more of the equity of the listed company based on its latest financial statements and/or its revenues for the last financial year, approval from its Ordinary General Assembly must be obtained.

In all cases, the company shall not be permitted to dispose of more than 50% of its fixed assets and other assets related to the company's business activities, except with prior approval from the Extraordinary General Assembly.

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Article (44): Requirements for Acquiring Assets or Investments

Paragraph Two

A company listed on the Exchange, after obtaining prior approval from its Ordinary General Assembly, may acquire shares of unlisted companies whose fair value, according to a report by an independent financial advisor, equals or exceeds 100% of the company's market value on the acquisition date. It is a condition for the continued listing of the company's shares on the Exchange that the acquired companies meet the conditions stipulated in items (5, 8) of Article (7) of these rules. If the acquisition as described results in the listed company losing the free float percentage requirement, it must fulfill the requirements for continued listing within a period not exceeding one month from the completion of the acquisition procedures, through a prospectus or disclosure report on the offering approved by the Authority. The prospectus or report must, as applicable, include the findings of the independent financial advisor's study on determining the fair value of the target and the auditor's report on this study in accordance with relevant Egyptian auditing standards. The aforementioned documents shall be published in accordance with the rules issued by the Authority.

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(Article Two)

This Decision shall be published in the Egyptian Gazette and on the websites of both the Authority and the Egyptian Exchange, and shall take effect from the day following its publication in the Egyptian Gazette.

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Chairman of the Board of Directors of the Authority

Dr. Mohamed Omran

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